Greenberg Traurig represented the syndicate of underwriters, led by Deutsche Bank, Citigroup, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC Securities and Santander Investment in the offer and sale by Belgium’s KBC and Spain’s Banco Santander of nearly 20 million shares in Bank Zachodni WBK, a leading Polish bank, for 4.9 billion PLN (US $1.5 billion), or 245 PLN per share. This was one of the biggest secondary offering of shares in the history of WSE.
The secondary offer was made to eligible investors, including institutional investors in the European Economic Area, including Poland, and to qualified institutional buyers in the United States pursuant to Rule 144A under the U.S. Securities Act of 1933.
The Greenberg Traurig team was led by Partners: Federico Salinas, Jarosław Grzesiak and Paweł Piotrowski, assisted by Senior Associate Mateusz Chmielewski and Associates Wojciech Ostapowicz, Magdalena Rams, Aleksandra Mazur, Dorota Jenerowicz, Agnieszka Szypura, Marek Kłeczek and Mateusz Zaleński. In London, Partner James Mountain and Associate Nick Quarrie provided English law advice.
Jarosław Grzesiak, Warsaw Managing Partner, said: “This was by far the largest capital markets transaction in Poland in the last couple of years and we are proud that our investment banking clients continue to entrust us with the most complex transactions. While last year we were focused on continuing to provide top quality legal services to our clients during the re-branding and our integration within Greenberg Traurig, we are now integrated, confident in that integration, and stronger than ever in our capital markets offering.”
Federico Salinas said: “Our clients did a great job placing this offering in what appears to be a lukewarm global market. We enjoyed assisting in the structuring of what was effectively a hybrid between an accelerated-book build and a fully marketed private placement with an international offering memorandum. Our team has built a considerable degree of expertise in capital markets in the banking sector, which should be translatable to other jurisdictions.”
Greenberg Traurig provided Polish, English and US law advice to the underwriters, including assisting in the structuring of the transaction and preparing the transaction documentation including the International Offering Memorandum, the Underwriting Agreement, the Agreement Among Managers and the Stabilisation Agreement.
Weil Gotshal & Manges represented BZ WBK and the selling shareholders.
BZ WBK was established in 2001 as a result of the merger between Bank Zachodni S.A. (BZ) and Wielkopolski Bank Kredytowy S.A. (WBK). AIB was the major shareholder of WBK and then BZ WBK from 1996 until 2011. Since 2011, BZ WBK has been part of the Banco Santander Group. Shares in BZ WBK have been listed on the WSE since 2001.
